The Amazing Spider Man, Retold
by spideycomicaddict
Summary: Imagine everything you love about Spider Man, but new and improved. Join Peter and his friends, in a new city, with a new origin story, new powers to master, and improved villains, new and old.
1. It All Begins: Part One

A/N: Hello to all you Spidey fans out there. This is the first fan fiction that I've written, so go easy on me. This is sort of a tribute to my favorite super hero ever, but with a whole new way of looking at him.

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><p>Chapter One: It All Begins<p>

Part One: The Field Trip

In a universe not too different from our own, a young 15 year old boy in the city of Atlanta, Georgia was in his room getting ready for school when he heard his Aunt May call to him from the kitchen down the hall. "Peter! Hurry up and get some breakfast! We're already late!" he heard her shout.

"I'm coming! I'm coming! Just one minute!" he yelled back as he scrambled to get his glasses. He ran down the hall as fast as he could without hitting a wall in their small, old house. As Peter reached the kitchen, his aunt May was already headed out the door. So Peter had to just grab his toaster waffles and go. "Peter!" Aunt May called again. As Peter ran out the door he heard his uncle Ben back in the kitchen.

"You don't want to be late today kiddo! You've got that field trip to go to!" he said just before Peter shut the door. Then May and Peter headed to school, unaware of the events that were about to unfold.

When Peter arrived at school, he sprinted through the doors and up the steps. When he got to his locker he had to look around and make sure that no one was watching him before he opened it in his own special way. He turned the dial to a particular sweet spot between 30 and 31, lifted the latch as far as it would allow without the full combination, slammed side of his fist just above it, and then pulled the door open. He threw his books in his locker and grabbed his gym bag before running to P.E.

That morning in the locker room, Peter heard less insults about his glasses and scrawny, muscle less appearance, and more complaints about today's science field trip. "This is so lame! When they do stuff like this to make science more interesting it only makes me hate it even more," he heard the new kid, Matt Murdock complaining, "I mean seriously, the only thing anyone wants to learn about insects is how to kill them."

"I don't know guys," Peter chimed in, "It might be kind of fun. You never know." He immediately wished he hadn't. The next thing he knew, Peter was on his back.

"Says the loser who reads his physics book when he's board in class." Matt leaned over Peter and slapped him in the face for good measure. See Matt was a new kid in town who was trying to hold onto his title of being in charge and head jock. But right now Matt was the least of Peter's worries. Just then Flash Thomson walked over to join the fun.

"Hey, Murdock! Get your own punching bag. This one's been mine since elementary school." Flash said with an evil grin the Joker would be proud of.

Peter just couldn't stop himself, "'Elementary' Flash? Wow, four syllables, I'm impressed." Peter bolted before Flash could react, but he would get Peter back later like he always did.

After first period, the freshmen got ready for their trip to a newly built genetics lab downtown that specialized in animal and insect study. As they all piled onto the tour bus (their school didn't have school buses) Peter found Felicia and plopped down into the seat next to her. "What's up?" he greeted her.

When Felicia saw him she grinned her amazing grin. "Hey!" she said with a little laugh as she always had, her blue eyes sparkling, her pure white hair reflecting the sun so it looked like her head was glowing, and her glasses giving of some of the glare. "You exited?"

"You know I am." Peter told her, now smiling himself. Felicia Hardy was the one and only real friend that Peter had. He first met her back in third grade when Flash had started his bullying carrier, he didn't quite know how to do it right, if that's even possible. She and Peter met when Flash was trying to shove her into a cubby box since they didn't have lockers yet. Not knowing what he was getting himself into, Peter tried to stop Flash and help Felicia. Flash just saw an opportunity and crammed Peter in with her. The two of them ended up getting stuck and the teacher had to call the principle, who had to call the grounds keeper for a drill, who had to go home to get the drill. He ended up not having the drill so he had to get a saw to cut the boards, which took about an hour for him to do so he didn't cut the two kids. In all, they were stuck in a very small space meant for backpacks for over three hours. Some how though, they became best friends, and haven't separated since.

"I heard you got into trouble with Flash _and_ Murdock already today, both in first period, at the same time." Felicia told Peter a few minutes later.

"Word travels faster than I thought." He said grimly.

"Look at you go! Mr. over achiever!" Felicia laughed, "Its almost like you want them to kill you." She just kept on laughing for at least a minute before she regained her composure.

"I don't get why I'm such a target for them." Peter complained.

Felicia tried to comfort him some, "Probably because their jealous that your smarter than the two of them combined." He looked at her with a grateful expression. "Just keep it on the down low for a while since they're both after you."

"Thanks." Peter said sarcastically. "And while I'm at it, I can fail all my tests from here on out too." The two of them burst out laughing.

When they got to the lab, all the students were already talking about lunch. The day was spent mostly looking at weird animals and even weirder insects. A lot of the creatures they saw looked like multiple animals all rolled into one, but the guide never addressed that odd feature. No one asked about it so it was ether all in Peter's head or no really cared. The second one was more likely.

The tour itself was boring. But as they went through the different labs, one of the scientists stood out. Every time Peter saw her, he caught her starring at either him or Felicia. She gave Peter the creeps.

"Who can tell me something about bats?" One of the guides asked as the students were going through a small lab dedicated to the creatures.

"They're blind?" Flash guessed.

"No you idiot. They see using that radar thing" Matt tried to explain as he starred at one of the winged mammals.

"Both technically wrong I'm afraid. Anyone else?'

"Bats aren't blind, but they do see better in the dark." Felicia started, "Although it wouldn't really matter if they didn't ever have to travel long distances. They use what's called echolocation, or bio sonar, to navigate and forage, often in total darkness." She looked at Peter, signaling for him to join in on the nerd fest.

"Although, since the 1970s there has been an ongoing controversy among researchers as to whether bats use a form of processing known from radar termed coherent cross-correlation." Peter broke in, "and for those who don't know, coherence means that the phase of the echolocation signals is used by the bats, while cross-correlation just implies that the outgoing signal is compared with the returning echoes in a running process."

The guides looked impressed and were about to move on, but the duo was just warming up. They began to go into a rant, finishing each others sentences and taking turns explaining the echolocation science.

"At any rate," Felicia began, "when searching for prey they produce sounds at a low rate."

Peter continued, "About 10 to 20 clicks per second."

"During the search phase the sound emission is coupled to respiration,"

"Which is again coupled to the wing beat."

"This coupling appears to dramatically conserve energy as there is little to no additional energetic cost of echolocation to flying bats."

"After detecting a potential prey item, the bats increase the rate of pulses,"

"Ending with the terminal buzz, at rates as high as 200 clicks per second."

"During approach to a detected target, the duration of the sounds is gradually decreased, as is the energy of the sound." Peter finished, and the two smiled at each other and at the impressed staff who had overheard the conversation and gathered around them.

"Show offs." Matt scoffed, still starring down the bat. Out of the corner of his eye, Peter caught sight of the same lady who had been stalking them this whole time. She looked at them with a huge smile on her face and nodded, obviously impressed. Then she slowly slipped out of the room without a word.

Later on, Peter and Felicia talked about what they'd seen in some of the labs over lunch in the buildings cafeteria. "Did you see that turtle in there?" Peter asked her. He was obviously creped out. "I swear I saw the shell change colors."

Felicia looked at him like he was crazy. "There was no turtle in there Peter. Just some snakes, lizards, and a chameleon."

Peter was confused, "I never saw a chameleon, but the turtle was in the case by the door."

"That's the one that had the chameleon in it."

"Are you sure? I swear it was a turtle."

"Are your glasses fogging up? There was no turtle."

"I guaranty you there was a turtle."

"This place is so weird."

"That's for sure. I saw a beetle stand up on its back legs, an octopus wave at me, and an iguana try to attack me."

"I told you not to get that close to the glass." Felicia teased him and giggled.

"Not to mention the bat that had a staring contest with Matt. That was really weird. I think that I would drop dead if I looked into his eyes for that long."

They were startled suddenly by a third voice. "You two are the first to recognize these qualities in our experiments." The voice had come from one of the geneticist. It was the same one that had been following them all day. She was hovering over them, a small grin appearing at the corners of her mouth. It made Peter uncomfortable. "Can you two come with me please? I'd like to show you both something very few people outside our staff get to see," She pushed her glasses back up onto the bridge of her nose, and hesitated before she said the next bit, "our Arachnid research and genetic manipulation lab."

Peter's face lit up with fear and shock. "I've been hearing about that since this place was built! Is it true what they say about it? Are you really splicing spider DNA and creating new species?"

"All will be discussed when we are inside," she said reassuringly, "But first I need to speak with your teachers to let them know were you are." She walked away to speak with the chaperones.

"I don't like this." Peter said once the woman was out of ear shot. "I don't like this one little bit."

Felicia looked at Peter in shock. "Really? I thought you would be exited. I mean it's practically all you've been talking about since you found out that we would be coming here. Not to mention the amount of research you've done on the rumored projects. Why the sudden change of heart?"

"Because they actually want us to see it. Even though they have been denying the projects even exist. And that same woman has been following the two of us all day. Every time I turn around, she's either looking at me or you."

"Ok, that I have noticed. I do find it a little strange, but I still don't think that…."

"Plus, I don't trust any one in a lab coat. Not since what happened in chemistry class last year."

Felicia laughed, recalling the incident. Last year, Felicia and Peter were chemistry lab partners. During one of the projects, their teacher, who always wore a lab coat as a joke, attempted to help. Misunderstanding that she and Peter had already put the wrong chemical in a particular mixture, he placed the correct one in, thinking the two of them didn't know witch chemical to add. The new mixture abruptly exploded in Peter's face as he attempted to shield Felicia from the blast. The attempt was successful, but at a cost. Peter's safety goggles had apparently been defective and let some of the chemicals threw, causing his eyesight to be permanently damaged, and caused him to become blind temporarily. Peter hasn't trusted Pharmacists ever since. She hadn't realized how bad it was until, as a joke, she wore a lab coat to school since it was close to Halloween. He wouldn't talk to her for a week.

"I don't know. It could be cool looking at what they do in there." Felicia said, just as the woman was coming back. This time with some papers in her hands.

"Before you go in, we need you to sign these." She said as she walked up, pen in her hand.

"What are they for?" Peter asked skeptically.

She sighed. She knew the question was coming. "It's just a form that states that you can not legally share anything you see in the lab with anyone but each other, unless a related life threatening accident occurs while you are inside."

Peter had already grabbed the pen. As he passed the pen to Felicia, he saw the confusion in her eyes, obviously puzzled at Peters quick signing. He did always have a fickle nature. "What? If the only catch is that we can't tell anyone what we see, I'm all in." He told her, but secretly he had his own personal reasons why he wanted to get in.

They followed the woman to an off-limits, guarded section of the building. She held up her badge for the guards to see. "And these two are with me." She said, noticing their glaring in the kid's direction. "And they already signed the papers." Reluctantly, the guards let them pass, making sure that they didn't have any cameras with them before they went in. Then they entered the Lab not knowing what they were about to see or what terrors were to come.

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><p>AN: Thanks for reading. I hope you enjoyed it. My plan is to have multiple parts to all the chapters to make a better over all story. I will be posting new parts and chapters soon.


	2. It All Begins: Part Two

Chapter One: It All Begins

Part two: Bitten and Scratched

Peter was terrified when they first walked in. The lab was filled practically to the ceiling with spiders, big and small. Normally he wasn't scared of the creepy crawlies, but that was when there was only one or two and he knew what they were. In there, Peter saw hundreds, known and unknown to him. Although, he did relax as time went on.

"There are over 32000 known species of spider in the world, but after your demonstration of knowledge in the Bat laboratory, I know that you probably already know that." The woman said, looking at Peter. Peter nodded slowly, shock still on his face. "You asked me about what we do in here. Well, it's quite simple. We have, as you said, 'spliced' the DNA from many of these spiders, and created an entirely new genome of arachnids. We have successfully created over 35 new species so far." She led them over to a large glass case made up of 15 glass boxes all with spiders in them. "Here we have 15 of those species for us to monitor."

"There are only 14. Is that a problem?" Felicia sounded panicky.

"Oh, no don't worry." The lady said trying to reassure her. "It's still in there. Look." She took a flash light next to the case and shown it into the box. A small shadow appeared in the corner. "See. He's just a little shy. We've enhanced this ones camouflage abilities to the point that it appears invisible."

Peter and Felicia looked at her, then at the spider, at each other and then back to her again. The scientist looked pleased at their reaction and smiled at them. "But that's not what you agreed to come in to see is it?" Felicia didn't know what she was talking about, but Peter shook his head.

"No. No it wasn't, but are you really going to let a couple of high school kids see it? From what I hear, less than half of the people in this room actually know about it and even less get to work on it."

"You are correct, and yes we are showing it to you, but only because of what we have heard about your work as partners in the field of young science. Your teachers tell me that you both have already given very long, very descriptive, and very accurate reports this year about the type of genetics we do at this facility. You two are the finest young minds we have come across in this city."

Felicia broke in, "The only paper Peter and I have done this year is the one we worked together on over the summer. It was about the theoretical science of cross species genetics."

"Yes, that is the one I am referring to. Although, that wasn't the only one that caught our attention, there were so many to choose from about what you call theoretical genetics."

"It was theoretical! You guys actually do that kind of stuff here! I mean crossing species of spiders is one thing, but what you're suggesting you do here, by referring to our paper, is crossing entirely different animal kingdoms!"

"Yes! Exactly! As you were looking at our collection of creatures today, you both noticed something about them."

"The human like qualities!" Peter exclaimed in horror and realization of the impossible.

"Yes! You see it! A lot of our subjects here are low level, human- animal cross breads. We brought you in here today because we wanted to show you that what you two have studied over the past few years was no longer theoretical. What we do here applies many people's theories and turns them into reality. You two just so happen to be the only people your age to look into and study theses theories. Come with me and I'll show you the next step in our research." She led the two children to two doors in the back of the lab. The first was labeled PROJECT S.V.S.S.S and the second was labeled PROJECT V. The woman led them to the first door. It opened up into a giant secondary lab filed with spider boxes.

"Welcome," She said with glee, "to project Venom!"

"No. Way." Peter said, starring dumbfound around the room

"Actually," the woman told them, "that's just what we call it. It's really for our spider venom super solder serum, but who wants to say all of that?"

Felicia was in awe of what she was seeing. "How many spiders are in here?" She asked the woman.

The woman smiled before answering. "A single specimen of all known species have been collected and brought here to this room. It is here that we extract there venom and mix it with our own special performance enhancer. We are preparing it for human trials so that we can weaponize it and make it fit for combat soldiers." Peter and Felicia were both very afraid at this point. "And this," the woman walked over to the final case at the end of the room. It sat next to the serum. "This is our pride and joy, the product of five years of all our hard work and struggle." The box was only a little bit bigger than the others, but it needed to be in order to hold its occupant. It would have looked like a wolf spider, but the colors were all wrong. In fact, the closer Peter got, the more he realized that he had never seen any spider like it.

Its shape and size was that of a wolf spider, but it ended there. It was mostly jet black, like a black widow, but the abdomen on the other hand was multicolored, with red, green, blue, and even purple. Peter knew what it was before the woman told them.

"This is a perfect combination of every known species of spider on the planet. It is are only successful attempt at doing this." The woman told them proudly. Peter and Felicia starred at her in awe. "So what do you think?"

The kids were silent for a moment, trying to process everything they had just seen and heard. Felicia was the first to speak. "S-so… what would the serum do exactly? She asked hesitantly.

"Well, were not really sure as of yet. We haven't begun human trials, what you see here is all we have right now, but theoretically it would enhance human strength, speed, agility, and even cognitive ability to the maximum potential."

"So, what kind of side effects would you…"

Suddenly an alarm began blaring and red lights started flashing. A voice over an intercom came on.

"CODE BLACK! CODE BLACK! WE HAVE AN INTUDER! HE HAS SET FIRE TO THE COMPLEX! PROTECT PROJECT VENOM AT ALL COSTS! THIS IS NOT A DRILL! I REPEAT! THIS IS NOT A DRILL! PROTECT PROJECT VENOM! PROTECT THE VENOM!

"Oh my god!" The woman looked panicked. Peter saw an opportunity and he took it.

As the scientist tried to calm herself and think of what to do, Peter pushed past her, picked up the spider box and smashed it onto the ground. The glass shattered, and Peter did the same thing to the jar of serum.

"Peter!" Felicia cried, "What are you doing!?"

"What have you done!? Over five years of research! What have you done!?" the woman was now a train wreck in an earthquake. She tried to fix the broken jar and get some of the serum into the pathetic heap of glass.

"I'm doing what I have to do to protect innocent people! If you weaponized that serum, and the wrong person like this intruder got their hands on it, the outcome would be disastrous! And if that spider really was all of these spiders in one, then all someone would have to do is extract its venom in order to create their own version! The last thing I want to see in my life is the world being brought to its knees by a- AAHHHHH!" Peter stopped short and screamed. He went down like sack of potatoes onto his back, and in doing so, he killed the super spider that brought him down.

"Peter!" Felicia rushed over to his side. "Oh my god! Peter!" she stopped trying to assist him when she heard gun fire. It was coming from right outside the doors. Felicia dragged Peters limp body over to the side of the room. As she went over to where the now deranged scientist was sitting, a man broke down the doors and ran in her direction. Before Felicia could do anything, he hit her over the head with one of the guard's batons. She collapsed, the broken glass on the floor scratching and cutting her skin. Before she passed out she felt burning the sting of the spilled serum on her fresh wounds.

Upon finding that both the serum and the spider were gone, the man grabbed the two ragdoll like children and dragged them out of the burning building. For a moment, Peter regained consciousness. He watched as the man shot the panel that controlled the spider box doors, and all of the spiders were released. Before he passed out again, he saw them all scurrying toward the one that had imprisoned them. In her deranged state, the woman just sat in the corner as her fate approached her. After the doors shut, all Peter heard was a mad cackling/ scream that could wake the dead.

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><p>AN: This quick new post is a one time deal. I had already written it, but wanted to see the reaction to the first part of the chapter before I moved on. Hope you all enjoyed it!. The third part is already in the works.


	3. It All Begins: Part Three

Chapter One: It All Begins

Part Three: Changes

A/N: Hello everyone! I'm so sorry it took me this long to update. I had this one mostly finished a long time ago but never got to editing it. Now that I have, I decided to make it extra long for you guys to make up for lost time and to hold you over till the next one is done. Enjoy!

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><p>Peter woke up about noon in the hospital, to the sound of a very annoying beeping. He groaned as he attempted to sit up, but a nurse who had been standing beside his bed stopped him.<p>

"Don't get up." She said, "You're not well enough yet." She sounded almost board. She looked the part too. Her blonde hair had been pulled back into a ponytail and she looked at the screens by Peter's bed with a slight frown and tiered blue eyes. She held a clipboard with some paperwork in one arm and copied things from the screen onto them.

Suddenly, Peter remembered why he was in the hospital. "Felicia!" He looked at the nurse in a panic. "Do you know if she's okay? What happened in the lab? Where is she?" His panic increased as he remembered the fire as well.

"She's fine." The nurse looked at him now and smiled. "She only suffered miner head trauma and some scratches from the broken glass. She has already been released." Peter sighed with relief. With that statement, her bedside manner got a lot better. "You wouldn't know it though." She added, "She hasn't even gone home yet, and she was released last week. She has refused to leave until you woke up. She has barley left your side since we let her get up. The only reason she isn't here now is because her mother made her go to the cafeteria to get lunch. She actually should be coming back up pretty soon. She normally brings the food back up here even though we have told her multiple times that she can't."

Peter laughed, "Yeah, that's pretty typical for her."

"If I may say so, you're a lucky young man."

"What?" Peter was confused, "Oh! No, she isn't my…"

"I know. She told me the same thing. But you should have seen the way she looked when she saw you. She was so worried." The nurse paused for a moment, "And once, after she had left the room, you moaned her name and moved for the first time since you got here."

"We're best friends." Peter said, not realizing that he was using the same tone he used to make excuses. He changed his tone and repeated his statement. The nurse didn't reply.

Just then Felicia walked in with her plate of food and was sipping on a soda. As she came in she realized he was awake. "Peter!" she shouted. She dropped her food and her drink and rushed over to Peter and threw her arms around him. "Two weeks Peter. Two weeks you've been unconscious."

"Well I'm okay now. I think." Peter said weakly. He couldn't do much more than that because she was squeezing all of the air out of his lungs. "Felicia…I can't…breathe…" He wheezed.

"Oh, sorry." She said apologetically and let go. "How are you feeling?" She asked, rearranging her glasses that had nearly fallen off when she threw herself on him.

"I feel fine Felicia. I mean, I'm sore everywhere, but I'm better than I could be."

"Thank god." She said with relief, "Peter, I was so worried. After you…" She trailed off as she remembered that they weren't alone. She looked at the nurse, smiled at her, and awkwardly asked, "Could you give us a minute?"

"Sure." She said sweetly and left the room.

After she was gone, Felicia continued, "Peter, after you passed out…"

"You mean, when I was bitten by that spider from hell. Please tell me that it's dead now."

"Yeah, it's dead. But Peter, you have to listen to me. When you were bitten, someone came into the lab and killed the guards. I think he was looking for the venom serum, but I don't know. He knocked me out after he walked in. And when I asked what happened to the woman who was in there with us, they told me they never found her body. I think that guy might have her and be trying to get her to recreate the serum." After Felicia told him this, she and Peter sat there in silence for a minute.

"No." Peter said finally, "He doesn't have her."

"How would you know?" Felicia was confused, "You were out cold."

"I woke up for a few seconds and saw him release the spiders. The last thing I remember before blacking out again is the spiders crawling in her direction, and her blood curdling laugh."

"Why on Earth would she be laughing at that?"

"She wasn't exactly in a stable mental condition after I broke that jar now was she?"

Felicia gave a little laugh, "No, I guess she wasn't."

Suddenly a voice behind them startled them. "Mrs. Carpenter's body was found before the police could get there. My team cleaned up the mess that was left after the spiders nearly killed her." The man standing in the doorway was tall with dark hair and white side burns; he was also well built and wore all black, but the weird part was that he was wearing an eye patch and it looked like he was packing a 22 underneath that trench coat.

Peter wasn't sure how he noticed that last part since it was covered up, but whatever. "Wait. Nearly killed her? Are you saying that she's still alive?" Peter asked the mysterious man. But he never got an answer since the guy only smiled at him and just walked out on them with only three words reaching them before he left the range of their hearing, "See you soon."

A few seconds of silence passed, "Well that was weird." Felicia said bluntly.

"No kidding."

Later that week, Peter was released from the hospital. After running a few tests to make sure that the venom didn't do any long term damage to his blood stream, the doctors declared him perfectly healthy, and Peter went home.

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><p>About two weeks later, things returned back to normal. But one night something strange happened. It was just like any other Friday night; Felicia had just gone home after doing her homework with Peter, and he had gone into the garage to work on a brand new BMW HP4 Sport that some idiot with too much money crashed and just left at the junk yard. The man at the junk yard let them take it on account that it was one less thing for him to put in his inventory. Uncle Ben told Peter that he could have it if he could fix it, so Peter agreed and worked on it whenever he had free time. He was making good progress, considering that the only thing he had left to do was to stop thinking of ideas of how he could upgrade it. So far Peter had successfully installed sensors all around it that could detect and avoid all movements in a 20 foot radius automatically if Peter couldn't react on time himself. They also helped to automatically adjust balance if Peter lost control himself.<p>

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><p>AN: What? You guys really thought I was just going to let him be a science nerd? Not if I can help it. He's going to be a mechanic, a tech wiz, and anything else I can think of. Don't worry; he's still no Mary Sue.

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><p>Peter was now in the process of trying to link the GPS to a prototype locator for potential auto pilot capabilities. So far so good, all that was left was to adjust the balance sensors to that particular mode. But when Peter went to put down the pliers, he couldn't. He literally couldn't put the pliers down. They seemed to stick to his hand involuntarily. He tried to pull them off but that did nothing. He tried throwing them off, still nothing. Peter began to shake his hand violently in wild desperation. Without warning, the pliers were released from his hand and flew across the room.<p>

Peter tried to make sense of what had just happened, "Sticky son of a gun weren't they." Peter said dumbly. He tried to go on with what he was doing, but in his daze, he reached for a screwdriver that was dangerously close to a live wire. He would have touched it to, if the weirdness hadn't continued. Peter felt an unusual tingle in the back of his head. It was small but strong, and out of pure reflex, he moved his hand quickly away from the wire just as it sparked with a surge strong enough to shock the metal screwdriver. Peter lifted an eyebrow in confusion, he looked from the bike to the wire and back again; he then turned and went back to work on the bike with another screwdriver.

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><p>The next morning, Peter tried to forget what had happened the night before. He certainly wasn't going to tell anyone; at least not until he knew whether or not it was something that needed to be shared. The only problem was that he didn't know how to hide it. Throughout the day he continued sticking to things at the most random of times. At one point, he had to stand by the refrigerator for five minutes because he couldn't let go of the handle. But Peter didn't let that worry him, because today, he had finally finished the motorcycle. Uncle Ben was helping him get it ready for him to take it for a spin.<p>

"Now Peter," Uncle Ben looked at his nephew, "I know I've said it a thousand times, but I want you to remember that this is no toy. I've always told you, that as you get older, you will have more power to take advantage of opportunities in your life; but with that comes the responsibility to control that power and keep it in check. The same is true in this situation as well. This is a very powerful machine, and the more power it has, the more responsible you have to be with it."

"I know I know. Great power, great responsibility. Don't worry about me so much Uncle Ben. You'll give yourself a heart attack." Peter joked with him before throwing himself onto the bike and putting his helmet on.

Uncle Ben smiled at Peter and stood back a little, "Alright then, you go have a good time. Just don't get into to much trouble out there. Dinner is at six, don't be late."

Peter laughed as he started off, "You know I will be." Peter set off down the street.

It wasn't long before he hit the highway. Peter turned on the headphones that he had taken apart and built into the helmet, and played AC/DC's "Highway to Hell" on repeat for a good hour as he road around the city. Peter fueled up his bike, and continued on with his joy riding for some time before realizing it was getting close to 6:30. In a panic he took the most risky U turn anyone could accomplish without killing themselves. His mind began moving faster than any driver should allow, but he couldn't help it, his Aunt and Uncle would be furious at him. And then, in the chaos of his jumbled thoughts, the strangeness returned, but this time in a new form. Even through the blaring loud music, Peter heard police sirens, and saw flashing red, white, and blue lights. However the weird part came with the odd knowledge that they were both: headed in the opposite direction of him, and more than five blocks away. Being a science nerd, he knew that shouldn't be possible due to the Doppler Effect, but he heard them loud and clear as if they were right behind him. And the fact that he could see them was even stranger. Peter realized he was seeing the lights in the most impossible reflection. In the corner of his eye, Peter could see the mirror like glass on the other side of the building beside him, and the glass showed the faintest image of the flashing lights.

But Peter was still in a hurry so he tried to ignore it. As Peter continued the sound came closer. Peter saw them much closer in his rear view now, but they still weren't after him. He saw that they were chasing a man that was barreling down the road at twice Peter's current speed. The tingling in Peters head returned, but this time Peter understood. He willingly let his instincts take over his actions and swerved out of the way, but his relief was short lived. With his new found sight, he saw something he would never forget. His Uncle Ben was in his car coming toward Peter. Obviously he was trying to find out were Peter was. Then the unthinkable happened. The man in the speeding car pulled out a revolver and shot out one of the tires on Uncle Ben's car and forcing Ben to lose control. Peter watched in horror as his Uncle's car entered a head on collision with one of the three police cars in pursuit.

_LATER THAT NIGHT_

"I'm sorry Mrs. Parker. We lost him." The police man said to Aunt May in genuine sympathy, "But we are still looking. We know who he is and it's only a mater of time before we find him." He tried to reassure her, but it was too late. She was already breaking down into tears and had begun weeping in despair. Knowing that speaking with her was pointless now, the officer turned to Peter who had already done his crying at the crime scene, "His name is Dennis Carradine. This wasn't his only murder tonight. We got on his trail tonight because he had attempted to steal a car from a man and his 15 year old daughter at gun point, after robbing a bank. When the man tried to reason with him, Carradine shot the man and stole his car. The daughter then called the police, informing us of his whereabouts." He pulled out a folder and handed the camera phone picture of Carradine that one of the people at the bank had taken. Peter took it from the officer with his still slightly blood stained hands.

Peter thought for a moment, "Who was the daughter of the first victim?" Peter felt that he might want to meet her since both of their father figures were killed that night. He thought that knowing her might help with emotional support in the future.

The officer spoke hesitantly, "I believe you already know her. Her name is Felicia Hardy."

Peter's jaw would have dropped to the floor if every muscle in his body hadn't tightened in anger. He felt like his teeth might crack under the pressure that was being applied from his jaw. Without a word, Peter grabbed his keys and ran out, slamming the door behind him. He ran up the street a few houses and crossed the road to find yet more police men standing outside Felicia's door. Lucky for Peter the door was unlocked; otherwise, he might have knocked it down. He saw Felicia crying on the stairs, tucked into the corner of the wall on the landing and hugging her legs, and crying into her knees.

"Felicia." Peter said in a low tone, worry and empathy in his voice.

At the sound of his voice, Felicia raised her head and looked at him, but continued her crying. Her face was read, her cheeks were tear stained, her hair was a mess, and her glasses were crooked and fogged up.

"Peter." She said his name weakly and almost inaudibly if it weren't for his new found hearing.

Peter ran up to her and threw himself on the floor next to her. He pulled her legs over his, so that she was almost in his lap, wrapped his arms around her and held her close. Felicia buried her face into his chest and continued her sobbing, but did not object to his embrace. In fact, she folded her arms comfortably between them and attempted to squeeze herself more tightly to him. Upon noticing this, Peter pulled her even more tightly to him. After about fifteen minutes, Felicia stopped her crying and calmed down, but Peter didn't release her, nor did she show any signs of wanting him to. Felicia only squermed a little to reposition herself. Still breathing heavily, she rested the side of her head on Peter's chest. Eventually, Peter felt Felicia relax in his arms and her breathing regulated. For about two hours the two of them remained like this, not saying a word to each other or anyone else, but just resting in the comfort of the embrace.

At about midnight, Peter looked down at the now sleeping Felicia in his arms. As slowly and as gently as he could, Peter picked her up and carried her to her room. Her mother had apparently predicted the situation, and had already pulled back the covers for him. Peter set her down slowly, removed her shoes, and pulled the sheets up to her shoulders. He carefully removed her glasses and left the room as quietly as possible.

* * *

><p>Weeks went by as the seasons changed and the weather became more frigid. One day Felicia came to Peter with heartbreaking news. Now that her father was gone, Felicia and her mother couldn't stay in Atlanta. Felicia's mom couldn't find a job that could sustain them.<p>

"My mom's sister offered to let us stay with her in her apartment. At least until my mom can get back on her feet and then we might be able to find our own place." Felicia told him.

"Where does she live?" Peter asked, praying it wasn't too far.

Peter could tell that it was hard for Felicia to say it, "She lives in Manhattan, New York" She finally choked out. She sounded like she was on the verge of tears.

"Oh my God! New York? Of all the places… Felicia what if we…what if I…?" Peter searched his mind for the right thing to say. What if he never saw her again? He already lost his uncle. Now he was loosing his best friend too? Peter didn't know what to think, let alone what to say.

"Peter, I…" Felicia was desperately trying to hold it together, "I don't want to go!" She shouted suddenly. She threw her arms around him, "I don't want to…" Her voice trailed off as she realized she was about to loose it, "I'm sorry. I-I have to…" She trailed off again as she turned and ran back home.

* * *

><p>More weeks passed and Thanksgiving break had finally rolled around. When turkey day finally did come up, Peter didn't feel too thankful for anything. That night, Aunt May tried to keep tradition alive, "Peter, I know things haven't been going our way recently, but let's still say what were thankful for."<p>

That was the end of the line for Peter. He couldn't think of a stupider thing to ask, "Thankful?! Thankful?! What the hell do I have to be thankful for?!" Peter shouted in rage, standing up and raising his hands in the air. Now screaming at the universe more than Aunt May, "My Uncle, the man who raised me, the only father figure in my life, is DEAD! Not only that, but my best friend since I was a kid, is moving to New York! I might never see her again! So please tell me! What the hell should I be thankful for?!" And with that, Peter stormed out the door, slamming it so hard that the glass window in it shattered. Peter spoke to himself quietly, "Great another weird power I have to deal with."

* * *

><p>About a week before Christmas, Felicia and her mother had the small moving truck loaded with the little amount of their belongings they would be able to keep now that they are going to be living in an apartment. Peter and Felicia hadn't spoken much since she told him that she was moving, but now here they were again, both choking up. Standing in the rare snow that blanketed the ground, but sadly for Peter, not the road.<p>

"Felicia. I…um. I have something for you." Peter handed her a baby blue box with a white lace ribbon tied carefully around it in a bow. Saying nothing, for fear of crying her eyes out, Felicia took the box and untied the ribbon. What she saw inside would be strange to most, but the message it carried made her tear up a little. Inside was a silver necklace with a silver spider pendant, and a note lying underneath it. The note read,

_Felicia. Let this be a reminder that our friendship can survive anything. Even though we've been through some hard times recently, I want you to know that you can always count on me to be there for you._

That was all Felicia could take. Without warning, she threw her arms around Peter's neck and kissed him. She half expected him to pull away, but instead, Peter wrapped his arms around her waist and kissed her back. It was the first time for both of them, and they knew it, so they didn't attempt anything elaborate, but it still meant more than possibly any other kiss they would ever have. Whether it be with each other or someone else.

Felicia pulled away first. She didn't want to, but she also didn't want to be kissing Peter and crying at the same time. After she pulled away, she pulled herself close to Peter and cried into his coat. Peter didn't object. He just stood there and held her, stroking her hair and lightly kissing her forehead. He knew there was no use in trying to calm her down or getting her to stop, so he just tried to comfort her as best he could.

"Peter." Felicia tried to speak after calming down some, "I don't want to go. I don't want to loose you too." She managed just as she began to sob again. Peter would have started crying himself, but he knew he needed to be strong for Felicia. As Peter looked behind her, He saw Felicia's mom getting anxious to leave. She noticed his staring, and tapped her watch. He needed to wrap this up.

In one fluid motion, Peter took the necklace from her hands, tossed her hair back, and fastened the clasp in the back. "Felicia! Felicia!" Peter unwillingly pulled her away. He took her face in his hands and made her look him in the eyes, not roughly but stern enough that she would get the point. "Felicia, I need you to do something for me. Okay? Listen to me, I don't want you to go ether, but seeing as we don't have much of a choice, I need you to stay strong for me." He tapped the spider that was now around her neck, "You have a little piece of me to help you, but if anything ever happens to you, and you need my help, you call me and I'm on the next flight up there. Okay?" Felicia nodded, not really able to do much else. Peter pulled her in one last time, "Stay strong for me alright?" He leaned down and whispered, "I love you Felicia. I always have, and I always will." He kissed her cheek lightly.

"I love you too Peter." Felicia whispered back. And with that they shared one last kiss before Felicia climbed into the truck and drove away.

* * *

><p>AN: How'd you like it? Good? Bad? Let me know in the reviews! And even if this particular AU isn't your cup of tea, check out my new Spider man AU, The Shadow Spyder. Yes, it is spelled that way, and you can find out why if you go check it out. Thanks!


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